The Coca-Cola Company (the “Company,” “we,” “us” and “our”)
(NYSE: KO) today announced the expiration and results of its
previously announced offers to purchase for cash any and all of the
outstanding (i) notes of the Company denominated in U.S. dollars
listed in Table I below (the “Dollar Notes”) and (ii) notes of the
Company denominated in Euros listed in Table II below (the “Euro
Notes”). The Dollar Notes and the Euro Notes are referred to
collectively herein as the “Notes” and such offers to purchase as
the “Offers” and each an “Offer.”
Each Offer has been made upon the terms and subject to the
conditions set forth in the offer to purchase, dated September 14,
2020 (as may be amended or supplemented from time to time, the
“Offer to Purchase”), and its accompanying notice of guaranteed
delivery (the “Notice of Guaranteed Delivery” and, together with
the Offer to Purchase, the “Tender Offer Documents”). Capitalized
terms used but not defined in this announcement have the meanings
given to them in the Offer to Purchase.
The Tender Offers expired at 5:00 p.m. (New York City time) on
September 18, 2020 (the “Expiration Date”). The Initial Settlement
Date will be the first business day after the Expiration Date and
is expected to be September 21, 2020. The Guaranteed Delivery
Settlement Date will be the first business day after the Guaranteed
Delivery Date and is expected to be September 23, 2020.
Offers for Dollar Notes
According to information provided by D.F. King, the Information
Agent and Tender Agent in connection with the Offers for the Dollar
Notes, $1,943,782,000 combined aggregate principal amount of the
Dollar Notes were validly tendered prior to or at the Expiration
Date and not validly withdrawn. In addition, $11,853,000 were
tendered pursuant to the Guaranteed Delivery Procedures and remain
subject to the Holders’ performance of the delivery requirements
under such procedures. The table below provides the aggregate
principal amount of each series of Dollar Notes validly tendered
and not validly withdrawn prior to the Expiration Date.
TABLE I: DOLLAR NOTES SUBJECT TO THE
OFFERS
Title of Notes
CUSIP
Number/ISIN
Total Consideration(1)
Principal Amount
Tendered(2)
3.300% Notes due
2021............
CUSIP: 191216AV2; 191216AT7;
U19121AH2
ISIN: US191216AV26; US191216AT79;
USU19121AH24
$1,028.84
$443,379,000
1.550% Notes due
2021............
CUSIP: 191216BY5
ISIN: US191216BY55
$1,012.34
$334,399,000
2.200% Notes due
2022............
CUSIP: 191216CF5
ISIN:
US191216CF57
$1,033.24
$184,033,000
4.125% Notes due
2040............
CUSIP: 191216CP3
ISIN: US191216CP30
$1,316.38
$281,651,000
4.200% Notes due
2050............
CUSIP: 191216CQ1
ISIN:
US191216CQ13
$1,357.42
$700,320,000
- Payable in cash per each $1,000 principal amount of Dollar
Notes validly tendered at or prior to the Expiration Date or the
Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures and not validly withdrawn and accepted for
purchase.
- The principal amounts tendered as reflected in the table above
exclude the following aggregate principal amount of Dollar Notes
that may be validly tendered pursuant to Guaranteed Delivery
Procedures and accepted for purchase pursuant to the Offers: (i)
$718,000 aggregate principal amount of the 3.300% Notes due 2021,
(ii) $497,000 aggregate principal amount of the 1.550% Notes due
2021, (iii) $674,000 aggregate principal amount of the 2.200% Notes
due 2022, (iv) $1,064,000 aggregate principal amount of the 4.125%
Notes due 2040, and (v) $8,900,000 aggregate principal amount of
the 4.200% Notes due 2050.
Offers for Euro Notes
According to information provided by D.F. King, the Information
Agent and Tender Agent in connection with the Offers for the Euro
Notes, €1,447,399,000 combined aggregate principal amount of the
Euro Notes were validly tendered prior to or at the Expiration Date
and not validly withdrawn. In addition, €1,400,000 were tendered
pursuant to the Guaranteed Delivery Procedures and remain subject
to the Holders' performance of the delivery requirements under such
procedures. The table below provides the aggregate principal amount
of each series of Euro Notes validly tendered and not validly
withdrawn prior to the Expiration Date.
TABLE II: EURO NOTES SUBJECT TO THE
OFFERS
Title of Notes
CUSIP Number/ISIN
Total Consideration(1)
Principal Amount
Tendered(2)
Floating Rate Notes due 2021....
CUSIP:
AX3944839
ISIN:
XS1955024390
€1,003.00
€379,489,000
0.000% Notes due 2021............
CUSIP:
191216CC2
ISIN: XS1574671662
€1,003.06
€152,226,000
0.125% Notes due 2022............
CUSIP:
AX3944847
ISIN:
XS1955024630
€1,014.88
€596,825,000
1.125% Notes due 2022............
CUSIP:
191216BJ8
ISIN: XS1112678559
€1,035.38
€318,859,000
- Payable in cash per €1,000 principal amount of Euro Notes
validly tendered at or prior to the Expiration Date or the
Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures and not validly withdrawn and accepted for
purchase.
- The principal amounts tendered as reflected in the table above
exclude the following aggregate principal amount of Euro Notes that
may be validly tendered pursuant to Guaranteed Delivery Procedures
and accepted for purchase pursuant to the Offers: (i) €1,200,000
aggregate principal amount of the 0.125% Notes due 2022 and (ii)
€200,000 aggregate principal amount of the 1.125% Notes due
2022.
We expect to accept, on the Settlement Date, all Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Date, including Notes delivered in accordance with the Guaranteed
Delivery Procedures. Upon the terms and subject to the conditions
set forth in the Tender Offer Documents, Holders who (i) validly
tendered Notes at or prior to the Expiration Date (and did not
validly withdraw such Notes at or prior to the Withdrawal Date) or
(ii) delivered a properly completed and duly executed Notice of
Guaranteed Delivery (or complied with ATOP procedures applicable to
guaranteed delivery) and all other required documents at or prior
to the Expiration Date and validly tendered their Notes at or prior
to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures, and, in each case, whose Notes are accepted for
purchase by us, will receive the applicable Total Consideration
specified above for each $1,000 or €1,000 principal amount of
Notes, as applicable, which will be payable in cash. In addition to
the applicable Total Consideration, Holders whose Notes are
accepted for purchase will be paid the Accrued Coupon Payment.
Interest will cease to accrue on the Initial Settlement Date for
all Notes accepted in the Offers, including those tendered through
the Guaranteed Delivery Procedures.
BofA Securities, Inc (“BofA Securities”), Citigroup Global
Markets Inc. (“Citi”), J.P. Morgan Securities LLC (“J.P. Morgan”)
and J.P. Morgan Securities plc (“JPM London”) acted as the Dealer
Managers in connection with the Offers (collectively, the “Dealer
Managers”). Questions regarding terms and conditions of the Offers
should be directed to BofA Securities at +1 (980) 286-5958 or +44
20 7996-5420 or debt_advisory@bofa.com or DG.LM-EMEA@bofa.com, Citi
at (800) 558-3745 or +44 20 7986 8969, J.P. Morgan at +1 (866)
834-4666 (toll free) or +1 (212) 834-8553 (collect), or JPM London
at +44 20 7134 2468.
D.F. King was appointed information agent and tender agent (the
“Information Agent and Tender Agent”) in connection with the
Offers. Questions or requests for assistance in connection with the
Offers or for additional copies of the Tender Offer Documents, may
be directed to the Information Agent and Tender Agent at +1 (877)
478-5040 (toll free), +1 (212) 269-5550 (collect) or +44 20
7920-9700 (collect), or via e-mail at ko@dfking.com. You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Offers. All
documentation relating to the Offer to Purchase, together with any
updates, are available via the Offer Website:
http://www.dfking.com/ko.
We reserve the right, in our sole discretion, not to extend,
re-open, withdraw or terminate any Offer and to amend or waive any
of the terms and conditions of any Offer in any manner, subject to
applicable laws and regulations.
Holders are advised to read carefully the Offer to Purchase
for full details of and information on the procedures for
participating in the Offer, as applicable.
Unless stated otherwise, announcements in connection with the
Offers will be made available on our website at
www.coca-colacompany.com. Such announcements may also be made by
(i) the issue of a press release and (ii) the delivery of notices
to the Clearing Systems for communication to Direct
Participants.
Copies of all such announcements, press releases and notices can
also be obtained from the Information Agent and Tender Agent, the
contact details for whom are set out below. Significant delays may
be experienced where notices are delivered to the Clearing Systems
and Holders are urged to contact the Information Agent and Tender
Agent for the relevant announcements relating to the Offers.
General
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Notes or any other securities of the Company
or any of its subsidiaries. The Offers were made solely pursuant to
the Offer to Purchase. The Offers were not made to Holders of Notes
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Offers to be made by a licensed broker
or dealer, the Offers will be deemed to have been made on behalf of
the Company by the Dealer Managers or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating
to us or the Notes in any jurisdiction where action for that
purpose is required. Accordingly, neither this announcement, the
Offer to Purchase nor any other offering material or advertisements
in connection with the Offers may be distributed or published, in
or from any such country or jurisdiction, except in compliance with
any applicable rules or regulations of any such country or
jurisdiction.
The distribution of this announcement and the Offer to Purchase
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offer to Purchase comes
are required by us, the Dealer Managers, the Information Agent and
Tender Agent to inform themselves about, and to observe, any such
restrictions.
This communication has not been approved by an authorized person
for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the “FSMA”). Accordingly, this
communication is not being directed at persons within the United
Kingdom save in circumstances where section 21(1) of the FSMA does
not apply.
In particular, this communication is only addressed to and
directed at: (i) persons that are outside the United Kingdom or
(ii) persons in the United Kingdom who have professional experience
in matters relating to investments falling within the definition of
“investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the “Financial Promotion Order”)) or who are a high net
worth company, unincorporated association or any other person to
which this communication may be provided in accordance with Article
49(2)(a)-(d) of the Financial Promotion Order or who are creditors
or members of the Company or another person to whom this
communication may otherwise lawfully be communicated (such persons
together being “relevant persons”). In the United Kingdom, the
Offer to Purchase and any other documents or materials relating to
the Offers is directed only at relevant persons and any investment
or investment activity to which the Offer to Purchase and this
communication relates will be available only to, and engaged in
only with, relevant persons. Any person in the United Kingdom who
is not a relevant person should not act or rely on the Offer to
Purchase or this communication or any of their contents.
Neither this announcement nor the Offer to Purchase, or the
electronic transmission thereof, as applicable, constitutes a
solicitation for acceptance of the Offers. The Offers are not being
made in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer or solicitation under
applicable securities laws or otherwise. The distribution of this
announcement in certain jurisdictions may be restricted by law. In
those jurisdictions where the securities, blue sky or other laws
require the Offers to be made by a licensed broker or dealer and
the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offers
shall be deemed to be made by the Dealer Managers or such affiliate
(as the case may be) on behalf of the Company in such
jurisdiction.
Each of the Company, the Dealer Managers, the Tender Agent and
Information Agent reserves the right, in its absolute discretion,
to investigate, in relation to any tender of Notes pursuant to the
Offers, whether any such representation given by a Holder is
correct and, if such investigation is undertaken and as a result
the Company determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
Forward-Looking Statements
This press release may contain statements, estimates or
projections that constitute “forward-looking statements” as defined
under U.S. federal securities laws. Generally, the words “believe,”
“expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and
similar expressions identify forward-looking statements, which
generally are not historical in nature. However, the absence of
these words or similar expressions does not mean that a statement
is not forward-looking. All statements relating to the timing of
the Offers or our ability to complete the Offers are
forward-looking statements.
Forward-looking statements are subject to certain risks and
uncertainties that could cause our actual results to differ
materially from its historical experience and our present
expectations or projections. These risks and uncertainties include,
but are not limited to, the negative impacts of the novel
coronavirus (COVID-19) pandemic on our business; obesity and other
health-related concerns; evolving consumer product and shopping
preferences; increased competition; water scarcity and poor
quality; increased demand for food products and decreased
agricultural productivity; product safety and quality concerns;
perceived negative health consequences of certain ingredients, such
as non-nutritive sweeteners and biotechnology-derived substances,
and of other substances present in our beverage products or
packaging materials; an inability to be successful in our
innovation activities; an inability to protect our information
systems against service interruption, misappropriation of data or
breaches of security; failure to comply with personal data
protection and privacy laws; failure to digitize the Coca-Cola
system; changes in the retail landscape or the loss of key retail
or foodservice customers; an inability to expand operations in
emerging and developing markets; fluctuations in foreign currency
exchange rates; interest rate increases; an inability to maintain
good relationships with our bottling partners; a deterioration in
our bottling partners’ financial condition; increases in income tax
rates, changes in income tax laws or unfavorable resolution of tax
matters; increased or new indirect taxes in the United States and
throughout the world; an inability to successfully manage the
possible negative consequences of our productivity initiatives; an
inability to attract or retain a highly skilled and diverse
workforce; increased cost, disruption of supply or shortage of
energy or fuel; increased cost, disruption of supply or shortage of
ingredients, other raw materials, packaging materials, aluminum
cans and other containers; increasing concerns about the
environmental impact of plastic bottles and other plastic packaging
materials; changes in laws and regulations relating to beverage
containers and packaging; significant additional labeling or
warning requirements or limitations on the marketing or sale of our
products; unfavorable general economic conditions in the United
States; unfavorable economic and political conditions in
international markets; litigation or legal proceedings; conducting
business in markets with high-risk legal compliance environments;
failure by our third-party service providers and business partners
to satisfactorily fulfill their commitments and responsibilities;
failure to adequately protect, or disputes relating to, trademarks,
formulae and other intellectual property rights; adverse weather
conditions; climate change and legal or regulatory responses
thereto; damage to our brand image, corporate reputation and social
license to operate from negative publicity, whether or not
warranted, concerning product safety or quality, workplace and
human rights, obesity or other issues; changes in, or failure to
comply with, the laws and regulations applicable to our products or
our business operations; changes in accounting standards; an
inability to achieve our overall long-term growth objectives;
deterioration of global credit market conditions; default by or
failure of one or more of our counterparty financial institutions;
an inability to renew collective bargaining agreements on
satisfactory terms, or we or our bottling partners experience
strikes, work stoppages or labor unrest; future impairment charges;
multi-employer pension plan withdrawal liabilities in the future;
an inability to successfully integrate and manage our Company-owned
or -controlled bottling operations or other acquired businesses or
brands; an inability to successfully manage our refranchising
activities; failure to realize a significant portion of the
anticipated benefits of our strategic relationship with Monster
Beverage Corporation; global or regional catastrophic events; and
other risks discussed in our filings with the SEC, including our
Annual Report on Form 10-K for the year ended December 31, 2019 and
our subsequently filed Quarterly Reports on Form 10-Q, which
filings are available from the SEC. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
About The Coca-Cola Company
The Coca-Cola Company (NYSE: KO) is a total beverage company,
offering over 500 brands in more than 200 countries and
territories. In addition to the company’s Coca-Cola brand, our
portfolio includes AdeS, Ayataka, Costa, Dasani, Del Valle, Fanta,
Georgia, Gold Peak, Honest, innocent, Minute Maid, Powerade,
Simply, smartwater, Sprite, vitaminwater and ZICO. We’re constantly
transforming our portfolio, from reducing sugar in our drinks to
bringing innovative new products to market. We’re also working to
reduce our environmental impact by replenishing water and promoting
recycling. With our bottling partners, we employ more than 700,000
people, helping bring economic opportunity to local communities
worldwide.
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version on businesswire.com: https://www.businesswire.com/news/home/20200921005333/en/
Investors and Analysts: Tim Leveridge,
koinvestorrelations@coca-cola.com Media: Scott Leith,
sleith@coca-cola.com
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